The Goblin Inheritance
by Hamilcar
Summary: Sequel to Death and the Goblin. Years after Norman's death, those left behind have moved on - until the past catches up with the next generation. One wants revenge, another to save her family and one doesn't know what to do or who to side with. PxH, JxMJ
1. Second Generation

OOO

Penny Marko hummed while she fiddled with her combination lock and took out her backpack. Although she normally walked home, she detoured on the subway to an elementary school in another part of the city. As she waited by the gate with parents waited for their kids, she stretched a bit and tried to loosen up. Coach Thompson certainly put them through their paces during practice, but she didn't mind at all. While the rest of the kids grumbled, she bounded through whatever exercises they had, feeling euphoric as she jumped hurdles and sprinted through laps.

It wasn't long before the children emerged, guided by their teachers. Penny gave a wave to the boy she was waiting for; despite her friendly greeting, however, his face immediately fell.

"Why are you here?" He pouted as she took his hand.

"Now Benji," she said in a voice that was patient but light, "you know we talked about this. Your mom is filming out of the country and your dad got called up to go do work with his sister."

"Don't see why," he glowered, a comical expression on a five-year-old.

"Because some things are important," Penny grinned as they walked down the street. "Like keeping the planet from exploding or getting run over by aliens. Besides, I thought you liked visiting your godparents?"

"I guess." His face was still firmly set in a frown. "It's ok."

"Tell you what," Penny suggested, "why don't we stop by a bodega on the way home and grab some ice cream then we can head back to the penthouse and play video games? Only if you give me a smile, though, and cheer up."

Ben eyed her suspiciously. "Any kind of ice cream I want?"

"Any kind, buddy."

"And whatever video games I want?"

"Whatever ones you want."

"You have the Wii, right?" The came to a halt, waiting for the street light to change.

"Yep."

"And Guitar Hero?"

"All editions for all systems," she told him as they started crossing.

"Well then I guess that's OK." He looked up at her. "I want Chunky Monkey!"

"Like I said, whatever you want."

As soon as they were across the street, they ducked into a corner store. Ben immediately tore away from Penny and made for the freezers at the back of the store. With a sigh, Penny grabbed a shopping basket and went trotting after him down the snack aisle.

"Ben!"

"What?" A disheveled looking boy who was perusing the Zebra Cakes and Honey Buns answered automatically, then blushed when he saw Penny. "Oh, sorry. Thought you were talking to me." He paused and the blush deepened. "My name's Ben."

"I'm Penny," she nodded. "And I was talking to a little rugrat _who will be in a lot of trouble for running off if he doesn't get back here immediately!" _She raised her voice.

Ben bounced around the corner, several pints of Ben and Jerry's in his arms.

"Can we get gum, too, Penny? And Oreos? And Pepsi? And..."

"Whatever you want, just make it quick!" She laughed and turned to the boy who was still staring at her, nervously. "Sorry," she shrugged. "Kids can be a handful."

"So you... you're Penny?" He stammered and she nodded. "You shop here often?"

"Just stopping by on our way home - slow down there buddy!" She admonished the young Storm who was piling the basket full of whatever he could find with sugar in it. "I think that's enough!" She gave him a little push towards the register. "Nice to meet you Ben!" Penny turned and gave him a wave then stepped towards the checkout.

Ben went back to picking out a box of snack cakes, but watched Penny out of the corner of his eye. He went up from with his purchases just as she and the little boy were hailing a cab. He was so distracted, he barely heard the clerk ask for his money.  
As he handed over a wad of crumpled bills, he thought about her. For some reason, she seemed familiar and he wished he knew why. Then, glancing at his watch, he gasped and figured he needed to hurry back as quickly as possible. He wasn't supposed to leave and he didn't want Emily to know he was gone, so he practically ran into traffic in his hurry to get back, all thoughts of Penny pushed to the back of his mind.

OOO

"Shouldn't Penny be back by now?" Peter set down place settings.

"She had basketball practice after school and was picking up Benji from school." Harry opened the oven door and reached in to take out a pot roast. "We're baby-sitting him until Johnny gets back, remember?"

"That's right. Slipped my mind," he said as he set out glasses.

There was a 'ding' down the hall and Harry grinned. "And that would be them!"

"Hey Pete, hey Harry!" Penny bounded into the kitchen with a couple of shopping bags and began putting the ice cream in the freezer.

"Hey sweetheart. How was practice?"

"Good! Coach says I'm one of his best players," she grinned. "And he said to say 'hi!'"

"You guys stopped on the way home?"

"Yeah, Benji wanted ice cream. Had to take a cab home so it wouldn't melt."

"Speaking of Benji, where is the little guy?" Peter asked as he put a salad on the table.

"Probably playing video games. I'll go get him, though, so we can eat." Penny darted into the entertainment room.

"Still can't believe Eugene's her coach," Harry laughed as he took out a bottle of dressing.

"He turned out OK," Peter smiled at Harry. "For all his high school antics."

"I still remember the day you punched him down the hall. Priceless."

"That was over a decade ago!" Peter laughed and took a bite out of a slice of cucumber. "You still remember that far back?"

"If it's about you," Harry murmured and tugged him into a kiss.

"Gross!" A high voice came from behind them. "I don't know why you guys and my parents do that," Benji complained as he climbed up on a chair.

"Do what?" Harry smiled.

"Kiss," Benji replied, reaching for the salad. Penny rushed over and served him some before he made a mess of it. "Kissing is _gross_."

"You mom kisses you though," Peter pointed out with a smile. "Before you go to bed."

"Yeah, but not on the _mouth_." He saturated his lettuce with ranch and shoved a goopy forkful into his mouth. "Mouth kisses are squishy and full of cooties."

"Speaking of mouths, close yours when you talk," Harry gently corrected and Ben rolled his eyes.

"Dinner smells really good, you guys," Penny began spooning vegetables onto her plate. "And I'm starving."

"Can I have some of the Pepsi?" Benji asked.

"Finish your glass of milk first and then you can. You want to grow strong bones, don't you?" Peter told him.

"Does that mean I have to eat my vegetables too?" He muttered.

"Yes," Harry told him firmly.

"Dad never makes me eat my vegetables," he pouted and pushed the carrots around on his plate.

"And I'm sure you mom isn't too happy about that," Peter said with a warning look at Harry to keep quiet about Johnny.

"She yells when she finds out. So I promise not to tell when he gets pizza," Ben grinned.

They passed the rest of their meal with small talk about Penny and Benji's days at school, Harry's work with the gallery and Peter's work on his thesis. Later, when they were cleaning up the plates after Penny and Benji had run off, Harry vented.

"Lucky that we're baby-sitting him half the time, otherwise the kid would never get a decent meal," he muttered as he rinsed the plates off and put them in the dishwasher.

"We get a lot of take-out too. And you know their jobs keep them really busy," Peter pointed out.

"Yeah, but you would think with a kid as young as Benji around they would _make _some time. Handle local crime, star in plays instead of running off to LA for television series or Europe to make films..."

"It's good for her career," Peter sighed as grabbed glasses from off the table. He hated having to defend MJ's actions, or worse, Johnny's, when Harry got onto one of his paternal kicks.

"It's not good for her kid," he retorted. "They're never there! This is what, the sixth or seventh time we've sat him in a couple of months? And sometimes for one, two week stretches! Don't give me that 'saving the world' crap either. They're gone just as often to be at some red carpet affair or extreme sports event as they are to do actual work."

"Harry..."

"You had a stable family, Pete. I didn't. I know how important it is and how much it hurts when the parents aren't there."

"Forgive me, Harry, but I don't think Johnny is, for all the difficulties you two have, comparable to Norman Osborn." He picked up the salad bowl. "I mean, he's still a bit immature but he's not a psycho..."

"Peter?" Harry interrupted and grabbed his arm. "I want a baby."

Despite his spider-reflexes the plastic bowl clattered to the floor as he stared in shock.

_"What?" _

OOO

"I got some Zebra Cakes," Ben smiled as he slipped them out of his hoodie pocket.

"Why thank you Benjamin." The portly man at the controls turned towards the boy and gave him a smile. A long tentacle plucked one of the cakes from the boy's hands and unwrapped it. "Aren't you supposed to be training with your sister?" He asked as he ate.

"I guess," Ben muttered and tore into one of the frosted pastries himself. "Don't wanna, though. I'd rather stay with you Otto."

"Ben," he whispered. "I don't want to see you get into trouble." He removed his work goggles for a second and Ben could see the concern in his eyes.

The guilt weighed; he knew what Otto had given up and continued to give to keep him safe, but Ben couldn't seem to stay entirely out of trouble.

"I know," he sighed. "Just a minute though? I hate to have to see Emily more than I gotta. She's been in a mood." He chewed. "Otto, I know we're not aging right. Do you think I'm gonna get old and die before I'm supposed to? You know, like when I'm twenty I'll be eighty or something?"

Otto doubted that Fisk would allow the boy to grow that old; if he wasn't killed off by the Kingpin for some flimsy excuse, the work Fisk had for him would probably result in his death. He didn't wish to alarm Ben, however, so he shrugged.

"I doubt it. According to the analysis Fisk has done, you should slow around fifteen and remain in your prime significantly longer than you normally would have. No guarantees of course. But I wouldn't worry about it too much."

Then Ben mumbled something, causing Octavius to look up from his calculations again.

"What was that?"

"Met a girl," Ben mumbled again, picking crumbs off his hoodie. "At the store I snuck out to.

"Well that's nice. Do you know her name?"

"Penny," he replied, opening another. "Think I'll even see her again?" He asked through a mouthful of cake.

"Possibly," Otto replied, again not wishing to crush any hopes the boy might have. "New York is a big city though."

"I wish I went to a normal school," he sighed.

"Your mind would hardly be challenged there," Otto pointed out.

"Well then I wish I could play a sport or something. Something so I didn't have to stay here all day with only Emily. I mean, I can meet people sometimes. But only if I sneak out and then I usually never see them again. It'd be nice to go out when I liked."

More than once he'd considered sneaking out and running. Thoughts of what they would do to Otto if he did kept him coming back, however. Even though he was no longer imprisoned, Otto was still kept on a short leash and Ben wasn't sure how to get both of them out.

"I know Ben," Otto whispered. "Be patient. Something will... we must be optimistic." A tentacle came to rest on Ben's shoulder. "But if it will cheer you up, I'll let you in on a secret."

"Yeah?" Ben's eyes lit up and he crammed the rest of a third cake into his mouth. He stood up and walked over to Otto. "What is it?"

"Remember how I told Fisk I would work on recreating my technology?"

"Yeah?"

"I'll keep my promise," he whispered. "But the fruits of my labors will be for you and you alone, Benjamin." He pressed a button and an image appeared on the screen of a series of spindly arms with tiny actuators. "See them? Smaller than mine, but just as strong and perhaps more so. They're yours when they're built, if you will have them."

"Cool!" He gasped. "Then I'll have eight limbs too! Just like an octopus!'

"Or a spider," Otto winked.

Ben grinned; Emily hated it when he brought up spiders in any way, shape or form.

"They won't be permanent, though," Otto went on. "I don't want them to be a hindrance to you. They will, however, be genetically locked to respond to you and you alone. Nobody else will be able to manipulate them, even when you aren't wearing them."

"Sweet." Then Ben gasped. "I'd better go, I'm probably late already!" He tossed the wrappers into a nearby waste basket and dashed out the door.

Watching him leave, Octavius sighed. Soon Fisk would want them to be sent on missions and he worried what would happen to Ben in the field with only Emily to watch his back, a girl as like to harm him for a perceived weakness as to defend him. More than that, he worried about the strain it put on Ben emotionally. He was not a vicious boy; but he wasn't strong enough to refuse Fisk or his beast of a sister, instead going along with what he had to and feeling guilty afterwards.

What he worried about most, however, was the vendetta that Emily had against various men who'd had a role in her father's death. Ben had informed him of some of it; the rest Otto gathered through his own devices. Most troubling was the hatred of Spider-Man.

From the moment he'd glimpsed Ben as a child, he'd has suspicions about who he truly was. Tests had only given positive proof to his suppositions. Otto knew Peter, knew he wasn't what Emily was painting him as. And sooner or later, Ben would have to be told the truth, if only to keep him from killing a man who was both a hero and Ben's biological father.

OOO


	2. Altercation

OOO

Peter picked up the dropped bowl and rinsed it off. "And when did you decide this?" He asked tersely.

"I have decided anything," Harry protested in a soft voice. "I only want to discuss the possibility…"

"Harry, I know you better than that. You never bring up something this important without having a plan in place first. Because that way it makes it harder for me to say no." He set down the bowl and looked at Harry who blushed and ducked in a guilty fashion. "You do that every time Harry, I know your tricks by now."

"Okay, there might have been a conversation or two… look, it's understandable, isn't it? MJ and Johnny have had a kid, lots of people our age do, and Penny is growing up…"

"She's barely in high school. It isn't as though she's moving out to college."

"But she will and the house would feel so… so empty. I mean, we could support another kid. Or two."

"Or two?" Peter glared. "Let's worry about one. And how, exactly, do you think we're going to have a child? Penny was essentially willed to your guardianship; adoption is usually a much tougher process."

"Well that's fine because I wasn't thinking about adoption." Harry kept his eyes on the plates he was wiping.

Peter looked at him, alarmed. "What then? Surely you're not thinking of getting Reed or somebody to… to _do_ something."

"No! That's not what I was thinking about. Besides, I wouldn't want to ask that man for anything."

"Then what were you considering? Just say it," Peter sighed impatiently.

Harry mumbled something.

"What was that?"

"I said, we could find a surrogate."

"A _surrogate?_" Peter looked at him in disbelief. "Alright, legal problems aside, since it's not precisely a legitimate exchange, and moral objections aside, if you're alright with essentially using a female as a breeder or something – where do you think you're going to find a woman who will be alright with this? I don't want some stranger…" Peter paled. "Oh God, you haven't asked MJ have you?"

"No. No, I wouldn't ask MJ; that would be weird."

"But you _have_ asked somebody," Peter said suspiciously.

"Well… maybe."

"Out with it," Peter sighed. "Stop playing this game and come clean."

"Fine." Harry threw down the dishtowel. "I ran into Liz Allen the other day. She's been a bit down on her luck and we got to talking. She's been considering donating her eggs to get money. I didn't say anything to her expressly, I only posed hypotheticals. It wouldn't be cheap but she would be willing. And we know Liz from back in the day – she doesn't want a kid, just money. Her financial responsibilities are enough as it is. So I think we could trust her."

Peter looked mortified. "Harry! What you're suggesting is basically preying upon her financial situation for your own desires and satisfaction! That's _disgusting_. I can't believe you would even suggest something like that."

Harry stepped away from the sink. "You're really mad about this, aren't you?" Peter only glared. "I'm sorry. I didn't mean for it to sound like this… but she was the one who brought the whole matter up. I'm not asking anything she wasn't already considering."

"That doesn't make it right," Peter told him coldly. "It's still using her. What is this about Harry? Are you so lonely and emotionally insecure you need to build up a family around you and anything goes, who cares about how you get it and who else is involved? Don't you think that's more than a little selfish?"

"That isn't fair Pete," Harry murmured.

"Neither is what you're suggesting, asking a woman to trade her body and nine months of her life away for money. It feels dirty." Peter filled the washer with detergent and closed it with a slam. "I've got work to do on my thesis. Alright? I could use some peace and quiet for a while."

Once Peter had left him alone in the kitchen, Harry leaned against the counter, listening to the dishwasher slosh.

"Fuck," he groaned. That conversation really had not gone as he'd imagined it.

OOO

"Pen-nnnnyyyyyyy!" Benji pouted and stomped as the girl wrestled to pull a pajama top over his head. "But I'm not even tired! Honest, not even a little, tiny bit! Can't we watch another movie?"

"Tired or not, your bedtime is at nine," she told him, tugging down the Lightning McQueen shirt. "Have you brushed your teeth yet?"

"Maybe."

"Did you?"

"No," he admitted, crossing his arms.

"Better go do that."

"If I don't brush my teeth I can't go bed!" He told her with a smug smile. "So there!"

"Okay, now this is happening." She scooped up the boy and toted him into the bathroom.

"Lemme go!" He wriggled but could get free.

"Now you," she said, setting him down in front of the sink and putting her hands on his shoulders, "are going to brush those teeth for a full two minutes and then get your little butt into bed before you get any TV privileges taken away. Besides, look." She picked up a tube of toothpaste. "We even have the sparkly kind that tastes like bubblegum. Now come on." She took his brush, wet it, put on a daub of toothpaste and handed it to him. "Show me how good you can brush. And remember to spit it all out, no swallowing any toothpaste."

Benji sighed. "Can I get a story?"

"Only if you start brushing in the next five… four… three…"

He boy jammed the brush into his mouth and began scrubbing, then rinsed a couple minutes later. "All done!" He turned around. "I want my story!" He begged. "And make it a long one! I'm still not tired," he protested.

"Of course." She picked him up and carried him into the next room, dropping him on the bed, pulling up the covers and handing him Otto, the old stuffed octopus Harry had given her . "What kind of a story would you like to hear?"

"Something long… with fun parts. Maybe fighting?" He suggested. "Exciting."

"Do you want to read something we can finish tonight? Or do you mind if it stretches over the span of a few nights?"

He shrugged.

"Well, would you like _James and the Giant Peach_? That's a good one. _Harry Potter_… _Where the Wild Things Are_ is a bit short… Oh wait! I know!" She went to the bookshelf and pulled out a large, if slender, volume. "You'll like this one," she said, sitting down with a grin. "It was one of my favorites when I was a little girl."

"What's it about?" Benji stretched to look over her shoulder at the pictures.

"It called _The Stinky Cheese Man and Other Fairly Stupid Tales._" She opened it up. "Let's begin."

OOO

"Ow, stop! Owww! OW!" Ben shrieked and crouched down covering his head. "Stop it, you're hurting me!"

"God, you're such a baby," his sister growled. "It's only practice! What do you think it's going to be like when we go on an actual mission? Do you think Daredevil is going to go easy on you, give you a chance? Think Viridian won't take the opportunity to punch you in the face, slice you up? That Spider-Man wouldn't hesitate to break every limb you've got?"

"They won't get the chance if you do it first," he grumbled, getting up.

She reached over and slapped him, sending him to the floor again. "I'm trying to help you. Quit complaining you idiot."

His face flushed from the sting of the smack and from shame, he nodded. "I'll try harder."

"Don't _try_ harder, _do_ better!" She snapped. "I'm not even using the symbiote! But if you don't shape up, I will!"

Nodding, Ben got to his feet and took a defensive stance. Emily rushed at him again and he moved jerkily, trying to block the numerous blows she was landing on him. His heightened senses told him he was about to be hit, but he could never get a hold on telling from what direction. And even though he was otherwise agile, he inevitably panicked and froze. Thus, despite his efforts, he was soon on the floor again, bruised, and being kicked relentlessly. He tried to pull Emily down by her legs but she yanked free and put him in a hold.

"Pathetic as always," she spat. "I'm not even trying and you're completely incompetent. First you show up late and now this."

"I'm not strong like you!" He protested.

"No excuses!" She grabbed his hair and ground his face into the floor. "You have strength; you're just too stupid to use it right! It's not even worth it, practicing with you."

_Then why bother?_ He thought but didn't say, fearful of getting another smack.

"Get up and go work on the machines. Or something. I don't care what you do." She snorted. "If they think I'm taking you on any missions with me they have to be out of their minds. You'll be nothing but a hindrance in the field."

Still saying nothing, Ben got up and slunk away over to where there was some gym equipment set up. He did a quick routine on the pommel horse before stopping to catch his breath. He could see Emily working out nearby on the uneven bars, flipping and twisting, hand over hand. Her body flexed in lithe and graceful motions, something that might have been beautiful to watch if he didn't know what lurked beneath.

She dismounted, planting her feet firmly and turned on him in a fury.

"I told you to work!" She screamed and the symbiote emerged, forming a claw.

Ben yelped and scrambled to one of the weight machines. "I am, I am!"

"Slack again and I swear I'll tear your worthless throat out." She stalked away leaving him struggling with the weights.

Ben lifted and pressed, thinking of what Otto had promised him. He hoped the might help him out if the need ever arose. But he also had visions of his sister ripping them out of his back, for one reason or another. And he wondered if matters would be different if he were allowed to use his webs. But Fisk had told him to keep those quiet, even after their father's death.

His muscles were aching when a lab aide came into the room and told him to wash up – Fisk wanted to see him.

"Does he have something for me to do?" Ben asked nervously.

"I haven't heard the details," the man said, handing him fresh, pressed clothing, "but I believe that you and your sister are going to be sent to high school."

"High school?" Ben felt simultaneous rushes of fear and excitement. "Why?"

"That is what Mr. Fisk is going to explain to you."

OOO

"Hey." Penny gave Harry a smiled and sat down on the couch.

"Benji tucked in?"

"Yeah. I had to read him three different stories before he settled down but the little guy's dozing. You look down though. Something wrong?"

He shrugged. "Peter and I had a discussion."

"Fight?"

"Something like that." He forced a smile. "Nothing for you to worry about though. What time are you getting home tomorrow? Do you have practice for anything?" He hastily changed the subject.

Penny blushed. "Uh… well, not practice." She brushed her short hair back. "I kinda got a detention."

"Penny!" Harry's voice was inflected with disappointment. "For what?"

"Fighting."

"About what?"

She looked away. "About what it's always about." She looked back at Harry. "But for what it's worth the other kid got a detention too."

"Who was it?"

"Nobody you'd know. Some kid named Ryan."

"You can't hit somebody every time they say something about you – or us. Peter and I don't want that."

"_Peter_ doesn't want that," Penny corrected with a knowing smile.

"I mind too," he said, though with a hint of facetiousness. "And you don't want to get suspended, do you? It might look bad when you try to get into college if you get one."

"I never really thought… I mean, I always figured I would follow after you guys some day."

"Peter's getting his degree."

"You know what I mean," she whispered. "The family business? So to speak." She fiddled with her hands.

Harry looked at her apprehensively. "This is something we can talk about later," he said finally. "You'd better get any homework you have done and I've got to work on the gallery's books."

"Are you acquiring something new?"

"We hope to." He kissed her temple. "I'll let you know if it works out."

After spending about an hour on his laptop, Harry decided he'd turn in early. The bedroom was empty, though he wasn't surprised. After he got into bed, he waited until he heard Peter enter – though it had to be over an hour later.

"You still mad?" He whispered.

Peter said nothing but slid under the covers, his back turned towards Harry.

"I'll take that as a yes," Harry murmured before turning off the lamp and leaving them both in darkness.

OOO


	3. Meeting and Waiting

OOO

Peter thought he was going to make a clean escape until he rounded the corner and saw Harry blocking the door to the elevator.

"Breaking your own rule Pete?"

He sighed. "Get out of the way Harry. I have papers to grade."

"You took the costume."

"And if you don't move, I'll take it out and go through the window. Look, I have a lot of work to do and I'm sure you do too. Move."

"Peter." Harry moved towards him and took him by the shoulders. "You're not leaving until we talk about this."

"There's nothing to talk about, we talked last night. Wasn't that enough?" He wrestled out of his grasp. "I told you that I have work to do; we're supposed to have grades in by the end of the week."

"You were the one who said we weren't going to do things like this." Harry walked after him as Peter headed for the great room. "When we got married, you said that we would never go out on patrol in the middle of a fight, because if anything happened to either of us with matters unresolved… do you want to take that chance Peter? And I know you're not going to forego patrol, you're too responsible for that." Peter halted. "Come on. I said I was sorry," Harry whispered. "I said it didn't matter. Peter, what's wrong?"

"You're disappointed in me," he murmured and turned around to face him. "I'm sorry I can't give you a family, Harry, sorry that I can't have a kid."

"Peter, that's not… Peter, don't _ever_ think that." He brushed Peter's bangs, a favorite gesture of his. "I didn't mean to suggest anything about you. I love you, you know that. You're my family, you've always… ever since I healed, ever since high school. And you're right; maybe I was looking for a kid to fill a void. But that's me being stupid, jealous of other people. We have a good family, I know that. I'd like to see it bigger, yes, but that doesn't mean that I'm dissatisfied or unhappy or anything like that." He leaned in and kissed him. "It was a dumb whim. Chalk it up to a midlife crisis."

"You're only in you're early thirties." A long absent smile finally came to Peter. "That doesn't happen for another ten years."

"Well then maybe my clock is ticking."

"You're not a woman either."

"Well something then. Can't you think of an excuse for me?" He tucked Peter's hair behind his ear. "Not even a little one? You've always forgiven my behavior before. Let's not buck tradition."

"I shouldn't have to keep thinking up excuses." Peter crossed his arms briefly, then uncrossed them and slipped them around Harry's neck. "But I suppose I could come up with something."

"Think I'm coming up with something right about now too." Harry grinned, and then pressed a kiss to Peter's neck.

"You're terrible," Peter whispered. "And there are children in the house."

"School starts in a little. They'll be gone after that."

"I DON'T WANT CEREAL!" A scream rang through the apartment.

"And speaking of school and kids," Peter sighed.

"I'll go put out the fire." Harry broke their embrace.

"Why? So I can get into work?"

"No, so you can get back in our room and get out of those pants." Harry winked. "I slept with a cold shoulder all night last night; I think I deserve a little cuddling before you head out."

Peter rolled his eyes. "Maybe when I get back."

"I'm holding you to that," Harry said, pointing his finger. "Or you might get cornered in a dark alley by Viridian when you least expect it."

"Funny, Harry. Funny." Peter went back to the elevator while Harry headed into the kitchen.

Benjy was sitting away from the table, red-faced and crying. "I don't want cereal!" He repeated at Harry.

"Come on, what's wrong with cereal?"

"It's cold," he sniffed. "And gross."

"Won't you eat even a little?" Harry smiled. "Please?"

"I want eggs!"

"We don't have time for that, come on." Penny shouldered her backpack. "Just take a few bites. Real quick." She set a hand on his shoulder. "Or you won't have anything to eat until lunch. I've gotta go, let's hurry."

"Fine!" He shoveled in a few spoonfuls. "I hate you!" He yelled at her.

"Course you do, kiddo. Elevator, now." She turned as she headed out of the door and mouthed a 'sorry' to Harry.

With a sigh, Harry cleaned off the table. Maybe Peter was right to be hesitant. Kids were a handful and, given their lifestyles, they might not be ready for having a kid full time. Benjy was probably more than enough, he reflected while dumping the remains of the cereal into the sink.

OOO

"You know what we need to do, right?" Emily looked sideways at her brother as they rode in the car. "You got a good look at the picture? She's the one we need to target. The weak link," she whispered.

"Yeah, I saw it," Ben murmured. "So what are we supposed to do once we find her?"

"Isolate her. Make her vulnerable and they'll come running – and we'll get our revenge. And if you get the chance, get her _alone_. Don't go doing anything in front of a crowd of people. Ideally we can keep our cover." She looked forward. "Oh, and 'socialize,' whatever that means. So try not to be incompetent and learn how to behave around people, understand?"

"I heard you," he said morosely.

"Good. Now shut up. We're almost there; we can't have anybody overhearing us. Go straight to the office, don't get distracted."

Ben sighed; even in school, it seemed, he couldn't escape the lecturing, the micromanagement, the _condescension_. And as for what she was telling him to do, he didn't even want to think about that. Going to school, getting out for the first time should have had at least a little fun attached to it, been a chance to meet somebody. But he'd recognized the photo the minute it had been set in front of his face.

First time out, first big mission, and he was supposed to attack someone he already knew, albeit only from a brief meeting, and already kinda liked. It figured.

He stumbled out of the car and tried to follow Emily, but quickly lost her. He'd never seen so many kids in one place in his entire life, all thronging together and pushing towards the doors. He tried to keep up but kept getting shouldered aside by kids larger than him. If he used his strength he knew he could make it, but it seemed so _rude_.

"Ben!" He turned around, wondering if his sister had somehow ended up behind him – and saw Penny. "I didn't know you were going to this school! Never seen you in any of the halls or classes."

"Oh. Yeah. This is, uh, kinda my first day. Here. Coming to school. I was, uh, home-schooled you know." He gulped and hoped he wasn't completely red-faced. "I think I'm supposed to go to the office, get a schedule or something."

"Need somebody to help you find it?" Penny forged through the crowd but kept by his side. "I've got a little time before I have to be in my first period," she told him with a glance at her watch.

"You would? I mean, I can find it, you don't have to," he said, quickly swallowing his enthusiasm.

"It's not a problem." She gave him a sympathetic look. "If it was my first time at a school like this, I'd be scared too."

As they pushed their way up the stairs, Ben wracked his brain, trying to think of something to say. "So where's the little guy?"

"I already dropped him off." Penny grinned. "Thought we were going to be late, but we had plenty of time."

Ben nodded. "So is he your little brother?"

"We're not related, exactly," she admitted. "He's more like a cousin or a nephew."

"Oh." For a moment, he mentally ran through the list of associates Emily had drilled into him, trying to figure out where the smaller boy would fit. Then he shook his head; Emily wasn't here, she hardly…_Emily_. She was supposed to be getting her schedule too, would probably be in the office. And if Penny was accompanying him… "Look, I think I see the office," he said quickly. "I can make it on my own now."

"If that's what you want." She backed away a step. "See you in class?"

"Yeah, sure." He forced a grin. "See you around!" He turned away quickly and bolted, as fast as he could, into the office. As he suspected, Emily was already waiting, a sour look on her face.

"What kept you?"

"I got lost. There are a lot of kids here."

"Such a baby," she groaned. "Get used to it; this school is not even that big."

He stayed silent, hoping to avoid a larger argument, until the secretary came over with their schedules.

"Here you go," she said. "Your locker assignments are at the top and your classes are all numbered. You should probably hurry, though. Classes have already started by now and you won't want to miss more than you have to."

Emily took a glance at her schedule and then jammed it in her pocket and walked away. Ben took a little more time glancing over his; he noticed that he was in a few advanced math and science courses, to his relief. He dumped his book bag into a locker and went down the hall, glancing at the numbers to make sure he was going in the right direction.

He hadn't seen his sister's schedule, but he hoped they would be in mostly different classes. It would make matters at least a little easier. Though maybe, he thought with a smile, if he was lucky, Penny might be in a couple.

OOO

Harry swished his brushes for what felt like the umpteenth time and glanced at the clock. How long did it take to grade a bunch of stupid papers anyway? He turned back to the canvas, trying to will the paint to dry so he could paint another layer, then realized he was literally watching paint dry and shook his head.

Restless, he sat down in front of the flatscreen and began channel surfing until he heard the telltale sound of the elevator ding. Jumping up, he nearly upended a vase as he bolted for the door and was there before the elevator even opened.

Peter laughed the moment he saw Harry standing there, grinning and winded.

"You're like a dog, you know that?" He undid the top button of his collared shirt. "Waiting for me when I get home."

"I am not!" He protested with a laugh. "I restrained myself from jumping up on you."

"How very self-controlled."

"Here, I can help you with the rest of those." Harry reached for the buttons and began undoing them. "You get all your papers graded?"

"Yes, why?"

"Good." Harry pressed up against him, working the sleeves of Peter's shirt off his shoulders and down his arms. "Then I get you all to myself for the rest of the afternoon." Beneath the layer of the shirt he found the skintight spandex of the Spider-Man suit and grinned. "My hero," he murmured, clutched the suit and using it to tug Peter close. "You do your duty, defeat all the bad guys?"

"I'm Spider-Man, aren't I?" Peter held his hands and then, with a smirk, webbed Harry's wrists together. While Harry looked down in shock, he went for the ankles and tossed Harry over his shoulder. "Stop wiggling or I'm going to drop you," he warned.

"No fair!" Harry grunted but stilled as he hung over Peter's back. "And nice ass, by the way."

"I do my best." Peter tossed him onto the bed and yanked Harry's pants down.

"That all you're going to do?" Harry managed, red and eager as he struggled to get out of the webbing while Peter bent over him.

"Don't worry," Peter winked. "I'm just warming up a little."

They finished buried under the sheets and blankets of the bed, curled up _sans_ clothes.

"This is what I was hoping for last night." Harry nestled into the cocoon of fabric and felt around for Peter, tracing the outline of his well-muscled limbs.

"I know, I know." Peter kissed his chin. "Sorry about that."

"Hey, I'm sorry too. Let's not worry about it; this was wonderful."

Peter sighed. "Supposed we'd better get up, though, before Penny gets back."

"Don't worry, we've got time."

"Harry, it's almost past three."

"It's, uh, going to be a while," he hedged.

"She doesn't have practice." Peter rolled over. "Did she get a detention again?" He propped himself up and looked down at Harry.

Harry looked up nervously. "It wasn't her fault," he whispered.

"I hope you talked to her, that she can't keep…"

"I did!" He broke in. "But I'm going to be honest, Peter. I have a hard time getting upset with her when we're the cause of it. She's only standing up for her family. You remember high school, getting pushed by kids like Flash until you finally took a swing at them."

"She takes swings at everybody."

"Not everybody, Pete," he muttered and tugged on the blankets. "Just the one or two bigots who call us things like faggots. Not like she's pummeling and taking on the whole school, only a few morons who can't keep their mouths shut." He sighed. "I talked to her though. If you want to you can bring it up again or say something to Flint."

Peter shrugged. "If you talked to her, it's fine. I don't want another argument." He slide back down under the covers and kissed Harry. "I just don't want to see her suspended and see her have to explain that to an admissions office."

"That's what I told her."

"Did she listen?"

"She, well…" Harry remembered her comment about the 'family business' but decided that it might not be the best time to bring it up to Peter. "I think she did."

"Good." Peter slid his hands up Harry's chest and started to tease him with fingertips and tongue. "And if we have some time, I suppose we should make the best of it before the kids get home and you take the evening patrol."

"No objection here," Harry murmured before falling silent to focus his attentions elsewhere.

OOO


	4. Consult

OOO

Ben really didn't think that his luck would hold. Sure, he thought, he got to meet up with Penny at the start of the day, but they'd had to say goodbye almost immediately. And after the first three periods of class, he figured she probably wasn't going to be in anything he was in, given that he'd been skipped ahead quite a bit and she was probably with the rest of the kids their age. Lunch with her was a distant possibility but it was so crowded he'd had no hope of finding her; besides, his sister insisted on sitting with him, just another annoying instance of surveillance.

He was pleasantly surprised, however, to walk into his art class after lunch and find Penny already seated and sketching. With a relieved smile, he sat down next to her as the teacher was handing out boxes of charcoal.

"Hey!" She grinned. "How's your day been?"

"Alright. I'm, uh, in calc and stuff."

"You must be pretty smart then." She erased a line and redrew it. "I know I could never get into a class like that."

"You're really good at drawing." He leaned over and looked at the still life she was making. "And I've heard you're good at sports."

"Thanks," she laughed. "My dad taught me how to do that. My one dad is a painter. And they both like basketball, so I guess I've picked up a few things from them."

"From your dads?" He wondered if this would be a time when Emily wanted him to press for tactical information. But even without that motivation, he wanted to know more.

"Yeah. I have more than one you know," she whispered with a wry smile.

"Oh, yeah, I'm I know." Then he flushed when he realized the information Fisk had given them in the dossier was not something he was supposed to already know as just a transfer student. "I mean, I heard. I mean… I mean, your dad's paintings are pretty famous, right?"

"They get around, at auctions and that sort of thing."

"Do you, uh, ever get to me the people your dad paints?"

"Sometimes, if they commission a painting and pose for it specifically." She reached for a piece of charcoal and started shading a bowl of fruit. "Once I got to meet Captain America."

"Really?" Ben's eyes widened a little. "He asked for a picture?"

"Actually, he wasn't the one who commissioned it. A former president did and asked him to sit for it as a favor. But it was pretty cool all the same. Most times, though, they don't stick around very long or even at all and dad works off of pictures."

"It must be cool to have dads like yours."

"I'm happy with my life." She smudged with her finger. "And what about you?"

"I, uh, well, don't really have parents. My dad died a long time ago and my mom left me and my sister when we were babies."

"You have a sister? Is she going here too?"

"Yeah, but," he said, glancing around to make sure she hadn't somehow slipped into the class, "she's kinda mean. _Really_ mean." He thought about what she'd said about Penny's parents, but didn't indicate anything further.

"Oh." Penny nodded. "I've got a bit of a temper myself you know."

"Well, uh…"

"I'll be sure to steer clear of her though. So who takes care of you?"

"We were adopted so we have a guardian."

"Then we have a little more in common. I was adopted too." She smiled and rolled her eyes. "Well, obviously if you think about it. But my mom got killed," she said softly, "And my dad he… he couldn't take care of me. But Harry heard about my condition – I was really sick at the time – and he took me in and raised me. But even if you're happy where you end up, it's hard isn't it? Losing your family."

"I guess." He looked down and shrugged, looking back and forth between the still-life model and his paper as he tried to capture the image. "I wish I could remember more about my mother."

"Your dad didn't tell you anything about her?"

"Not really. He wasn't exactly nice either."

Penny saw Ben shift uncomfortably and cast his eyes downward. "You know, I kick for the football team. And I play basketball too. Do you follow any sports?" She unsubtly changed the subject.

"What? Oh, uh, not really. But I guess I would. I mean, since I was home-schooled I never really had a team to cheer for or anything. But if you're playing, I guess I would." He bit his lip. "Although I don't know a lot about football or basketball."

"That's alright, they're not that hard to figure out. I didn't know a lot about it either until I started watching sports with my dads."

He nodded. "Don't watch a lot of TV either."

"Probably better for it; my grades have never been spectacular and that's with my other dad's help. But if you don't watch TV or play sports, what do you do for fun? Read?"

Drawing another line, he shrugged. "Schoolwork, mostly." He frowned at the picture. "I think I made the shading too dark."

"Here, use this." She passed him a gray object from her art supplies. "It's a kneadable eraser, good for working with charcoal. Press to get rid of some of the heavier tones."

"Thanks."

At the end, after they'd each handed in their work, they walked down the hall.

"So what do you have for the rest of the day?" Penny overlooked his schedule.

"Uh, literature I think, then biology…"

"Nothing I'm in." She sounded disappointed which made Ben feel slightly hopeful.

"At least we have art together, right?" He smiled.

"Sure," she laughed. "See you around!" With a wave, she turned and ducked into another classroom.

In high spirits, Ben didn't even mind the crowded halls and he wound his way to his next class. But when he got there, he saw Emily standing just outside of the door waiting for him.

"How was art class?" She smirked.

"You knew," he said, suddenly deflated.

"Knew?" She laughed. "I had it deliberately scheduled." She put a hand on his shoulder and gripped, making his stomach turn. "I've given you an opportunity – a small one, granted, but an opportunity all the same – to prove yourself. Don't let us all down."

He sighed and threw himself into a desk, wanting nothing more than for the day to end.

OOO

When Penny stepped off of the elevator, a still pouting Benji in tow, she found herself faced with Peter, his arms crossed. She gave him a sheepish grin and pushed Ben into the foyer, telling him to go get cleaned up.

"Harry told you, didn't he?" She forced a weak laugh.

"One more time and you are grounded," he told her firmly. "That means no television, no video games, nothing."

"Dad…"

"I mean it Penny!"

"But Harry doesn't…"

"Harry's going to back me up on this. I already had a talk with him."

"Dad!" She called out and Flint formed next to Peter.

"I'm with Peter and Harry on this one, honey." He put sandy hands on her shoulder. "You can't get into trouble all the time."

"Fine," she sighed. "I'll _try_."

"Did you have a good day at school?" He asked as they walked with Peter towards the kitchen.

"I guess." She shrugged. "Same old, same old. Had a math quiz."

"How'd you do?"

"Okay, I guess. I got an 8 out of 10."

"What did you miss?" Peter asked. "We can go over it if you're having a hard time with something."

"Alright, I've got it with me."

"Are all your other classes going well?" Peter helped Ben into a chair and set out a plate of fruit and another one of sandwiches. "Here, Harry made these for you earlier. Dinner's gong to be a little later tonight."

"They're okay." She grabbed a slice of apple. "Why late?"

"Harry got a call from Warren just before you got back. The portrait he did of him a long while back fell and got torn so he's seeing about doing some repair to it."

"We haven't seen Uncle Warren in a while. How is he?"

"Didn't stay, it was only a short call. I'm sure Harry can tell us when he gets back though."

Penny nodded and tore into a sandwich. "Oh!" She swallowed. "And we got a new student today. A boy. Benji and I ran into him at the store the other day and then he transferred into my class."

"Really? A boy?" Peter shot a look at Flint and Penny rolled her eyes.

"Yes, a _boy_. He's really nice though. We have art class together. He's shy, but polite." She stood up and grabbed a can of Fanta out of the fridge. "You know, now that I think about it, he reminds me of you a little bit."

"Are you, uh, you know… have you said anything to him?" Flint asked in an unsure voice.

"Oh, Dad." She laughed and kissed his cheek. "You don't have to worry about anything for a while. I only just met him, it's not like anything is _happening._" Throwing a second sandwich and more of the fruit on a plate, she balanced the food and her drink and headed for the door. "I'm going to be in my room for a while, alright? Let me know if you need anything. Maybe we can go over that quiz."

"Sure, sure," Peter nodded. Then he spun around. "Benji, don't throw grapes."

Once his daughter was gone, Flint looked at Peter.

"You think I should talk to her?"

"I'm sure it will be okay." Peter dropped the fruit Benji tossed into the garbage. "Do that again, young man, and you'll be the grounded one."

Benji made a face but didn't say anything.

"I just can't… she's too young, isn't she?"

"She is a teenager." Peter remarked and pointed at Benji. "That apple better be going in your mouth." When it hit him in the forehead a second later, he sighed and scooped the kid up. "Alright, you're going into your room for a time-out."

"No! I don't wanna!" He shrieked.

"Penny's a good kid, I'm sure she won't do anything silly. Besides, she only met the boy. I don't think they're dating. Yet."

Flint nodded. "So if she does, who gets to meet him?"

"Well, we'd want to shake him up a little but not _too_ much."

"Harry then?"

"Harry."

OOO

Finished with the canvas patch, Harry sat back and waited for it to dry so that he could begin painting over the rip.

"Do you know how it fell?" He asked Warren as he cleaned his tools.

"No idea." Warren shrugged and leaned against the desk. "The wire must have snapped or something. I didn't want it to get any worse so I called you right away. It should be alright, shouldn't it?"

"Hopefully you shouldn't be able to even tell a repair was made, at least not without special art training. For all intents and purposes, it will be good as new."

"Good," Warren sighed with relief. "I still really like it."

"Not a bad job if I say so myself," Harry grinned.

"So how are you and Peter?"

"We're good. Things have been quiet lately and I'm thankful for that. In some ways it's easier having a hero for a significant other because you know they can protect themselves. But it's harder too because you know they're out there, fighting and facing risks the same as you are." Angel nodded appreciatively. "Speaking of which, have you made any decisions? I know you were toying with the idea of joining a team permanently."

He shook his head. "I don't think I'm going to, not officially at least. I mean, I can fly and that's great but it doesn't do tremendous good otherwise. There are others who can fly and do a whole lot more. I do what I can with research and donating. Not that I wouldn't come if, say, the X-Men ever needed me or that I wouldn't help if I saw something happening. The fact that they rarely call, though, is a sign that I've made the right decision, I think."

"I understand." Harry examined the canvas and began mixing paint. Peter and I have had that argument a couple times, if he does more good as a scientist or as a superhero. He hasn't had to choose _yet_, but that's mostly because I can help him out and support him. I don't know how he managed to stay in school and hold down a job and be Spider-Man before we married." He picked up a brush and started daubing on paint. "Depressing as it is, though, I'm sure age or injury will settle the matter once and for all some day."

"And what about you?"

"Me? I'm no genius. I can paint and punch people and that's about it." The brush made a little movement upwards. "Mind if I ask you something?"

"Go right ahead."

"As a doctor, how do you feel about the issue of surrogates?"

"Phew." Warren laughed. "When you ask a question, you really ask a question, don't you? Any reason you ask?"

"I was thinking about… I'd like to have kids. And I knew a person who, for a certain amount, would have been willing to serve as a surrogate. But when I brought it up, it really set Peter off. He wasn't comfortable with the idea at all, said I was being selfish." Harry lifted his brush and looked over. "Do you think he's right?"

"I think it's complicated. And I understand why Peter wouldn't be at ease with the issue. Plus, there is the issue of the illegality in New York, though if you were really bound and determined you could always get around that by going to California or Arkansas or something. But if want kids of your own and don't want to adopt, I might be able to help you out."

"Go on," Harry said as he mixed another color.

"Remember all the trouble your friend Mary Jane had with her pregnancy? In order to help solve the problems of mutant pregnancies that could result in complications or superhero pregnancies that might cause a conflict between family and duty, I've been developing artificial wombs. A step beyond the power suppressors the Storms used, if you will. You'd still need an egg donor of course, but that's a much more routine, legally regulated and socially acceptable route than surrogacy."

Harry nodded and continued to paint. "I might bring it up to Peter. Is it safe?"

"As safe as any experimental procedure can be. But I'm sure you'll need some time to think about this. It's a big step."

"That's what Peter said." Harry put on the last touches of paint. "You won't say anything to Pete, will you?"

"Of course not." He examined the painting. "Perfect. I'll cut a check for the fee."

"You don't have to. Consider it a favor."

"Are you sure? No. I insist." He opened a drawer. "The same as I would for any professional."

"Warren, it's fine. Look, consider it a trade off. The patch job for a free medical consultation. Alright?"

"Fine." He put away the checkbook with a sigh. "And if you need to schedule a meeting with Peter involved, you give me a call. I'm happy to do anything to help."

"Thanks." Harry began gathering up the materials he'd brought over. "We'll see you soon, I hope? Maybe when Johnny and MJ get back?"

"Hopefully. See you later, Harry."

"Later."

Harry left and Warren watched him go with a touch of envy. Sighing, he remounted the painting and looked at it for a few moments before leaving the office and returning to his work.

OOO


	5. Parental Advice

~*~

As Harry finished his rambling explanation and plea, Peter studied his eager expression with a sigh. He supposed it was a fault of his, but refusing Harry had never been easy and his latest scheme was just a confirmation of how invested he was in the idea.

"You really want to have kids, don't you?" Peter asked.

"Yeah, Pete. I do." Harry looked at little worried, as if he feared that this might set off another argument. Instead, Peter walked up to him and took his hand.

"Alright Harry. We'll go to Warren and help our family get a little bit bigger."

Harry's mouth split into a grin and he pulled Peter into a crushing hug. "Thank you! We're going to have the most beautiful kids ever! But who should be the donor? No, never mind, I've got it, we'll just have twins! And then one will be mine and one will be yours! And maybe we can have a boy and a girl, if we're lucky! We'll name the girl after your aunt of course, but we'll have to think of names for our son…"

"Just call Warren!" Peter gasped until Harry loosed his grip. "We'll figure out the rest later."

Letting go, he started for the phone before going back and giving Peter another hug. "This really does mean a lot to me," he murmured. "And I think we're going to be good parents, Pete. Really good parents."

"I know," Peter smiled. "And I do want this too. I'm not so sure about methods, but what Warren suggested… I'm alright with it. Speaking of being a good parent, by the by, you might have a certain parental duty coming up."

"Oh? What's that?"

"Don't fly off the handle, but Penny's reaching an age where… well, you know how we were at that… okay, maybe we weren't but most kids… what I'm trying to say is that Penny might start dating soon. She's talked about a certain boy at school and I don't think they're going out yet, but I'm sure she will start to date before long."

"You want me to talk to her? I mean, I can, but Penny's smart, she know what to do."

"Actually, Flint and I were thinking more of talking to _him_." Peter coughed in an embarrassed way.

"What, the boy?"

Peter nodded. "I'm a bit too much of a soft touch and Flint materializing in a room would probably freak anybody out. But when you're in a suit and behind your desk you can really be quite imposing. So we thought you would be the best one to do it, if it came down to that."

"So I get to be the bad guy?"

"Yes? A little?" Peter smiled at him. "I think it's the least you can do, given everything."

"Alright," he grinned. "If she brings him around, I'll do my best 'father with a shotgun' impression. Or perhaps I should say 'father with an array of explosives.'"

"Don't be too hard on him," said Peter anxiously. "Just remind him of things like boundaries."

"Oh no. You've left this up to me and I'm not going to half-ass it. That kid better walk in with a full medical record, with credentials for dating her, with a background check. I'm not letting just anybody take our Penny out the door. And if he steps so much as a toe out of line, he'll know it." He paused. "I'm assuming you'll be following from a distance the first few times? You know, to make sure that nothing happens."

Peter flushed. "What? As Spider-Man?"

"No, as Peter Parker climbing walls and hiding in alleys. Of course as Spidey."

"I'm not going to do that! I trust her!"

"Could be for her own good you know."

"Since she was exposed to the formula, I don't think any boy could take her," Peter whispered. "She'd knock his block right off. You know the effects are becoming more evident."

"I've noticed she's becoming a spectacular kicker. Hasn't missed an extra point all season and made a field goal from over fifty."

"Harry, don't you think people are going to get a little suspicious? Maybe we should talk to her about that too. Restraining her powers, not showing off in front of people, downplaying her skill, maintaining her identity, everything like that. We got out of the last 'conversation' we were supposed to have had with her, thanks to Mary Jane. Maybe it's time we accepted responsibility for this one."

Harry coughed. "Well, I'm sure she's very… I'm sure she'll be responsible with them."

"Still, it would be a good idea… Harry, you seem off. Have you two been talking about this?"

"A little."

"Harry!"

"She brought it up and you were still mad at me at the time and I didn't want to make it worse, but I suppose we should discuss it now that you're mentioning it." He sighed. "Penny said something about going into the 'family business.'"

"I hope you told her no!" Peter retorted.

"I didn't say anything. Don't forget, you were her age when you…"

"That's hardly the same thing!" Peter flushed. "You know how it was with my uncle, my sense of…"

"And what about her mother? That's why she walked into that chamber in the first place. She doesn't talk about it, but do you think she feels any less responsible for being helpless back then than you did about your uncle?"

Peter flushed. "I'm not going to encourage this, Harry! Alright, so I was running around when I was her age. But I was young and stupid and didn't have anybody to tell me better."

"She has people who can help her know what to do, help her train. Look, Pete, it's like sex..."

"What!"

"Just listen. You can tell kids not to have sex until you're blue in the face, but chances are that most of them – even the 'good' ones – are going to go out and do it. So it's better that you teach them how to prepare to have sex responsibly rather than keeping them in the dark and telling them they shouldn't be having those thoughts. Doesn't mean you have to _encourage_ it, but at least they won't be clueless about how to stay safe."

"So what you're trying to tell me is that being a superhero is comparable to a natural, biological urge. That there's something about mutated genetics that makes people want to put on spandex and go flying through New York."

"Don't be glib, Pete, it's not you. I'm saying that kids are kids and I would rather see her prepared."

"And what do you mean by that?" Peter sighed. "Prepared? That we should be sending her over to Matt's to train up and learn more advanced martial arts? That she should be doing his obstacle courses? Maybe we should be getting her fitting for her own set of armor. Make a nice Christmas gift, don't you think?"

"Pete, there's no reason to get mad and snap. She's a teenager. You knew when we brought her into the family that some day, issues like this would come up. Now there's no need to freak out. We can be responsible, mature adults about this. Besides, Penny is better than most. At least she came to me instead of jacking my board one night and going to see if she could find the Rhino."

"Look," he sighed, "this is a lot to handle at one time, okay? Let's concentrate on getting pregnant first and work out some of those issues before we worry about Penny joining the costumed crowd."

"Issues won't wait because you want them to, Pete. But I'll let her know that we're discussing it, but that we don't want her doing anything until we've had time to help her get ready. She's a good kid. She'll listen." He grinned. "Besides, count yourself lucky. Just think, in five years or a decade or so Mary Jane will be going through this with her kid. And given the leeway Johnny's giving him _now_, don't expect him to show any restraint at all by then. He'll be sneaking out of the house before he's old enough to see PG-13 movies alone."

"Johnny Storm is hardly the model I want to be living up to. And don't give me that look; you say plenty of things about him yourself."

"Yeah, plenty of things that you always call me out on."

"I'm allowed a jab once in a while aren't I? But speaking of Mary Jane – since we're not going to be using a surrogate, just a donor…"

"Ah," Harry said with a nod. "You have a little request of your own to make, don't you?"

Peter blushed. "It's just… only… red hair."

"What was that?" Harry smirked. "I'm sorry, all I heard was 'I've been thinking about her for the last ten years and I ended up settling because I wasn't man enough to close the deal with her.'"

"Stop that." Peter punched him. "You just want to hear me compliment you and tell you I love you."

"I never do tire of that."

"I was only asking because I think… well, she's got good genes. Red hair and all that."

Harry shook his head. "No wonder we ended up together. You have the strangest ways of complimenting women. Good genes? Really? Gonna compliment me on my excellent reproductive system next?"

"And it will bring us closer, I think," Peter went on. "Like we really are one big family."

"Yeah, great," Harry smirked. "Until your kid gets a crush on Benjy and then we all get stuck explaining incest to them."

"That's not going to happen." He rolled his eyes. "Besides, with my luck, my kid will probably be as incompetent at dating as I was."

~*~

"Penny's the one I'm supposed to target," Ben said without preamble when he walked into Otto's lab.

"Excuse me?"

"I'm supposed to hurt that girl I met the other day." He looked pained. "She got adopted by that couple my sister hates, the Parker-Osborn guys, and we're supposed to be using her so when can get to them and kill Viridian and Spider-Man." He sighed. "And she was really nice to me in art class and everything! I don't wanna hurt her, Otto!"

"I'm sorry." He shook his head and reached for an object. "And you shouldn't have to. Ben… Ben, come here." He had a small device in his hand.

"What's that?" Ben asked as he pressed it.

"EMP device," said Otto as everything in the lab suddenly shut down. "To make sure no one's listening. But we'll only have a little while before they figure out how to restore power and get the doors open, so listen well. Ben there's something you need to know that I've been planning to tell you for quite some time. It's about your father."

"About Norman?" He looked anxious. "What?"

"No, not about Norman," Otto sighed. "About your real father, your birth father." He set a hand on Ben's shoulder. "You're not the son of Norman Osborn. You're the biological child of Peter Parker."

"Spider-Man?" He looked at him uncertainly. "Really? But that's not… that can't be right!"

"Weren't you ever curious about your webbing powers?"

"I always thought they'd just duplicated the experiment on me when I was a baby! But that can't be…" He shook his head. "No! That's not even possible, he doesn't even like women! It was in the file my sister gave me and Penny told me, he's married to a guy! How could he have kids?"

"I don't fully know what life choices Peter made since I've been gone. But when you were little you looked like him and the resemblance is strong even now. I ran DNA tests as well and that does not lie. You're Parker's son. And I'm sure Norman knew it. Your sister and Fisk too probably. It's the way they think, adding to the revenge by having his own flesh and blood strike at him."

Ben trembled. "But… Otto why are you telling me this?" His voice grew strained and higher in pitch. "It doesn't do any good, why are you telling me this!"

"Because you have a right to know!" He insisted. "Especially before you are forced to do anything you regret! And because you need to have somewhere to run to. The tests will bear out that you are his son. He would shield any innocent, most likely, but he would never turn his back on his own child. I know Peter."

"You want me to leave?" He verged on tears.

"I want you to have a choice."

"But what about you!"

"Do not fear for me. I am not without some power and I was rather formidable back… they are at the door. Hush now, but remember what I told you. I know it must be sudden and upsetting, but do not let them deceive you into thinking they have power over you, or that they are your family. They are not, Benjamin. You are a hero's son."

Techs burst into the lab and Otto made excuses about an accident that left him unable to communicate with them, thanking them as sincerely as he could for getting the door open. Meanwhile, Ben stared at the floor, trying not to shake and going over the thoughts in his hopelessly disordered mind.

~*~


	6. Hopes and Dreams

~*~

Late at night, Penny sometimes stared up at the ceiling, imagining her home and all the people in it. Now that Peter had told her about his decision with Harry, she was doing it again. When she was younger, it made her feel especially safe to visualize the protection offered by those around her, concentric circles moving outwards.

Nearby Harry and Peter were always watching over her, two sentinels at the door. Beyond that there was her omnipresent father, swirling through the hallways and forming a barrier between the penthouse and the world, a watchful, shifting gargoyle. Outside of them house there was Matthew and Warren and Johnny, uncles all, who were not so close but always ready if needed. She thought about them hovering high above the city, helping to protect it when her parents weren't around and always watching over her from above.

When she was little, she thought about them protecting her. But now she wanted to do the same. Harry had told her that she was going to be getting a pair of younger siblings and Benji still needed guarding, even when he insisted that he didn't. She wanted to be there for them, one more line of defense to help them feel safe like her parents did for her.

Harry and Peter were counting on her to be a good big sister and she would be. Then, one day, the whole city would be under her purview, one more home, one more neighborhood to watch over.

Just like her parents.

~*~

Elsewhere, under the same nighttime sky, Ben shifted uneasily in his bed. His room had little in it to distract him besides the smooth, clean contours of the walls, but there was enough going on in his mind to keep him awake and thrumming with thought.

Peter Parker's son_? Spider-Man?_ He was somebody's child, somebody else's, and not simply an experiment? Not that it did him any good. His sister would hunt him down no matter who he ran to. There wasn't anything he could really do except obey and hope that she would go easy on him and decide not to dispose of him once she was through. But anything less than obedience was a death sentence.

Of course, now that he knew there was the added guilt of hurting his own father. It wasn't enough that he was hurting a girl he maybe liked, he was hurting family. He frowned and punched the plain white pillow beneath him. Why did Otto have to tell him anyway? It only made things worse and made him feel terrible. It didn't do any good. It just complicated things.

Better that he didn't know but it was too late now. He'd have to live with the guilt, he decided. Press it all down like he always did and turn away while Emily took care of whatever nasty business she'd been ordered to take care of. It probably meant killing somebody – she kept acting like she hoped it would anyway – and he really didn't want to see it.

If he was really his father's son, he supposed, he would try to figure out some way to stop it. Keep the people he liked safe while not betraying his sister, not getting her mad or at least going somewhere she couldn't get to him. But it was all impossible; there were too many demands on his loyalty and he couldn't figure out a way to sort them.

He was a coward anyway. Even if he though of a plan, he realized morosely, he wouldn't have the bravery to go through with it. He only wished that Penny didn't have to suffer for his weakness.

~*~

Harry's eye inched open and he saw that Peter was next to him, unmoving. Twisting beneath the sheets, he turned on his side and watched Peter sleep, a benign voyeur. They were both getting older, but when he was asleep and his features were relaxed he looked like he did in high school, back when he was timid and naïve. Involuntarily, Harry touched the rough side of his face and wondered what Peter thought when he saw him sleeping.

A look at the clock told him that it was almost time for the early morning patrol. People would be coming home from bars or early morning jobs an inevitably some of them would be getting into trouble. The cops got some of it, but they never seemed to be able to find it all. And there was always the chance that a costumed menace would decide to take to the streets.

He leaned over and kissed his spouse's face. "Gotta go. Morning patrol."

Peter turned halfway over and held his wrist. "Stay safe Harry. Okay?"

"I'll be back before you know it." He kissed him again. "And I'll make pancakes for when you get up."

He moved through the darkness, down the hall to where he kept his armor. Still sleepy, he shook his head while he pulled it on. The responsibility of making sure nothing too awful happened in the city had grown on him as he'd gotten closer to Peter. But with children looming on the horizon, he wasn't sure how long he could keep it up.

If something had to give, he was definitely going to put his children first. Even if helping the city was important, he knew too well what it was like to have a parent who was forever finding things that were more important than him. He wouldn't put his kids through that same ordeal, he swore to himself as he finished suiting up.

He turned his board on and grinned at the familiar rev. Someday, he was going to teach this to Penny and whatever other kids they had, he thought. And maybe that was the best way to go about it, integrating the kids into his side of their life when they were ready instead of saying goodbye to the heroing for good.

~*~

Emily's eye snapped open and she panted but didn't scream. There was nothing but inky blackness above her, dark like her symbiote, and it was somewhat comforting even though her dream was still fresh in her mind. She didn't shy away from the pain, though. Instead, she closed her eyes and willed the symbiote to induce the dream over and over again, like it did every night.

Every few nights she would relive the memories of the night her fathers died. She could still feel the ghostly burning, the pain screaming through her nerves and into her brain. It was painful, but it was necessary. Anger was too easy to forget if left too long and she needed to stoke the fire in order to keep in burning, to remind herself of just how awful the experience had been. Normally she knew that rage would haze vision, would lead to sloppiness in completing a job. But this one time she wanted to cause pain and suffering, forget about all else she had learned

Flint Marko. Peter Parker. Harry Osborn. Johnny Storm. Warren Worthington III. Five names. Five men she had to kill before she could put the dreams to rest for good, before she could allow herself to forget.

Knowing they were dead would make that first, dreamless sleep that much sweeter.

~*~

"Mmm. Pancakes? They smell great Harry." Peter sat down in his robe as Harry brought over a plate.

"They're blueberry," Harry grinned, reaching into the fridge for syrup. "And I stirred a little flax into the batter."

"Getting healthy? I remember when all you ate for breakfast was day-old pizza." Peter grinned and cut the stack with his fork.

"Well we have to set a good example," said Harry sitting down with his own plate. "Morning patrol was quiet by the way. Which reminds me," he said in between chewing, "have you given any thought to how we're going to handle the patrol situation once we have kids?"

"We could keep switching off and on," Peter offered. "Or we could take a more relaxed approach like Johnny does. Minus using the free time to go watch snowboarding or ride motorcycles in half-pipes."

"I considered that," said Harry as he polished off another pancake. "And to be honest, it's not the time thing I worry about so much as not coming home. I mean, I do worry about the time issue. There's no way I'm putting this above the kids. But it's bad enough thinking about you not coming back to me after a violent fight or out of control fire. I don't want to put our kids through that." He reached for the carafe of orange juice and poured himself a second glass. "Would you?"

"No." He shook his head. "I hadn't given it much thought but I suppose with kids it might be a time to pull back. Hopefully I'll get my degree soon after that and could start teaching fulltime. Or get a job. Something beyond…" he shook his head. "So much to think about. I mean, we have some experience with Penny but she wasn't so young when we started raising her…"

"What about me?" Penny stepped into the room. "And what smells good?"

"Blueberry pancakes, sweetie. And they're still hot, so hurry up."

"Thanks." She grabbed a fork and speared a few onto a plate. "You know, I'm really glad you guys are going to have kids." She grinned at them. "I always wanted to be a big sister. And yeah, there's Benji, but we always have to return him after a while."

"Oh! Speaking of which, Mary Jane should be coming by today to pick up Benji late this afternoon."

"Are you going to be here? Or do you need me to come home from the gallery?" Harry asked as he soaked up the last of his syrup.

"I'll be here." Peter washed down more juice. "I have to ask her about, well, you know."

"You're asking Mary Jane?" Penny looked at him in surprise.

"Exactly what I said," Harry chimed in.

"We go back along way!"

"And she's good looking," Penny teased.

"_Also_ exactly what I said," Harry added as he set his plate in the sink.

"Alright! I get it!" Peter huffed. "If it really bothers you…"

"It doesn't," Harry said with a wink at Penny. "We just like to tease."

"So are you going to pick or do you want to be surprised?"

"We thought about influencing things," said Harry as he took the plate Peter handed him and rinsed it off along with his own. "But I think we're going to go with a surprise. Right, Pete?"

"Right. There should be a little suspense involved," said Peter with a smile.

"So how will you know what to paint the rooms? Oh! I know! We can do one room in green and one room with red and blue! We could even add little web or pumpkin motifs, that would be so cute! Harry and I could paint them," she gushed.

"Slow down, kiddo. That's something else we need to talk about," he said, loading the dishwasher with a glance at Peter. "Do we let them know right away?"

"That's… good question." Peter sighed. "Benji knows about Johnny but his identity is public anyway. And we haven't trusted him with ours because, frankly, it would come spilling out the first time he wanted to boast."

"We could always go public," Harry pointed out. "But that causes a whole new set of problems. We'd probably have to fortify the house even more than it already is."

"Well don't worry about me if you do," Penny interjected with confidence. "I can take care of myself."

Peter shot a glare at Harry who shrugged helplessly. "I'd want to see you a little more prepared than just having taken the formula. Taking it alone doesn't make you an expert, _right_ Harry?"

"Does that mean you're going to train me?" Penny asked with a grin.

"We didn't say that!" Peter said suddenly with a worried look. "Worry about school for now. Do you have anything due today? Any tests or quizzes?"

"Nope. But I do have art class with Ben." She smiled as she finished off her plate and hurried back to her room to get ready.

"And you want _two?_" Peter looked at Harry who only blushed.

~*~

"I don't see why you wanted to take the subway. We have a perfectly good vehicle," Emily snapped. "And we don't have to consort with a bunch of smell morons on their way to work."

"I thought it would be more normal, that's all," he mumbled.

"Don't worry about normal. I'll tell you what to worry about." She set her backpack down at her feet as she got into the car. "You said that you struck up a conversation with the Parker-Osborn girl the last time?"

"Yeah," he sighed. "I did."

"Good. You've started building a foundation then. Continue to do so. Build up her trust." She grinned. "This could really work for us, you know?"

"What could?" He was afraid of the answer, but asked anyway.

"Her and you. If you can manage it, I want you to date her."

"What!" He blushed. "No! I mean, it's not that I don't… why?!" He felt his heart jump and start to pound.

"Well it's obvious you like her," she said with a roll of her eyes. "So it isn't as though you can't have a little fun first. But if you're going out with her, that's practically an invitation into their home. Everybody's guard will be down, they'll let you in. What could be more perfect? You stake it out the first few times and then finally, once they're all used to you, we'll strike. You from the inside, me from without."

"They'll _know!_" He yelped, wondering if his face reflected the horror and panic he felt. "Besides, what about the spider tingly stuff? Her dad will know that I'm not supposed to be there!"

"They'll probably chalk it up to you having sexual thoughts about their kid. They're not going to suspect you of wanting to attack them," she said with a roll of her eyes. "All you have to do to not screw up is mostly keep your mouth shut and act like you're they're for her and nothing else."

He felt nauseous and looked at the floor then out the window. His sister's eyes were reflected in the glass, steely as ever, and whatever resistance he might have had shriveled.

"Alright," he muttered with a defeated sigh. "I'll ask her."

"Good." She clapped him on the back. "And don't look so down. You're more than welcome to have a little fun first. I certainly won't object." She smiled the toothy grin that always made him shiver. "In fact, I think it would make the whole scenario even better. Don't you agree?"

Mute, he only nodded.

~*~

A/N: So I couldn't remember if I'd written Benji as knowing, but I'll go back and selective edit if there were moments when he did. But Johnny's such a loudmouth I don't think he could keep quiet about things and his kid would be the same. Couple new characters coming up, a few old ones will be coming back, and in a couple chapters there will be a fast forward (though not skipping) of a few months. There's lots ahead and I'll try to make sure it gets updated every so often.


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